Definitions Because your Policy is a legal document, we have to use a number of accepted legal words to state its terms and conditions. You will find these words are highlighted in bold in the text and then explained here

for easy reference.

Approved Limit

Means the maximum amount covered for a Buyer under the Policy as specified in the limit notification issued by us.

Buyer

Means either: - any of the Supplier’s customers; or - where applicable, an import factor under a

Factoring Agreement; or - any customer of a Supplier where the receivables

relating to that customer have been assigned to you by an export factor under a Factoring Agreement

on which you have received an Approved Limit. or set a Discretionary Limit.

Cash Against Documents

Means payment against the presentation to the Buyer of the relevant commercial documents stated in the sale contract and your retaining control of the goods until full and effective payment is made to the bank or other authorised agents responsible for transmitting the documents to the Buyer.

Date of Crystallisation

Means the earlier of: (a) the date the Information Holders are aware or

should be aware that a Buyer enters into a State of Default; and

(b) the date we receive your Non-payment notification.

Despatch or Despatched

Means with respect to goods, that:

(a) the goods have been passed from the Supplier to the first independent carrier for transport to the place where the Buyer is obliged to accept them; or

(b) if there is no independent carrier, the goods have been deposited by the Supplier into the possession of the Buyer or a third party agent who agrees to hold the goods to the order of the Buyer.

Discretionary Limit

Means the maximum amount of a debt that may be covered for a Buyer under the Policy where we have not issued an Approved Limit and where you have justified that amount in accordance with the criteria set out in the Special Terms

Dispute

Means any unresolved, genuine and documented disagreement between you, the import factor, the export factor or the Supplier and the Buyer as to whether the Buyer has a contractual obligation to pay.

Excess

Means any deductible or threshold applicable to the Policy.

Excluded Receivables

Means receivables relating to indebtedness entirely excluded from cover under the Policy by the application of Section 1.02 (What you are not covered for)

Factoring Agreement

Provided that you are a factoring company authorised to operate – among others – in factoring activities according to the laws of your country, Factoring Agreement means either: - any legally valid and enforceable factoring

agreement entered into between you and a Supplier; or

- any interfactoring agreement entered into between you and a factoring company located outside your country which is in accordance with and incorporates the standard terms, conditions

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Euler Hermes Credit Insurance

Capital Relief World Finance Policy

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and other provisions of the code of International Factors Group (“IFG”) or Factors Chain International (“FCI”), or is otherwise legally binding and enforceable.

Any reference in the Policy to a Factoring Agreement shall be construed to include a reference to any agreement (including any replacement or amendment) entered into between you and a Supplier, in which you agree to purchase receivables approved by you from the Supplier regardless of how such agreement is named.

Domestic Public Buyer

Means a Public Buyer in your country.

Free Reporting Limit

The total amount owed by a Buyer, which is specified in the Special Terms.

Information Holders

Means the individuals engaged on behalf of the Insured in the origination, structuring, due diligence, management approval and administration of the insured Factoring Agreement and in the negotiation, purchase and surveillance of this Policy.

Insolvency

Insolvency means: I. a Receiver or Manager, Liquidator, Trustee, Administrator, or other similar official is appointed over a Buyer, whether or not the appointment has been made by a Court or other similar tribunal but excluding any appointment which does not affect your rights as a creditor of the Buyer; or II. a composition, scheme of arrangement, compromise or other similar arrangement has been approved and made binding on the Buyer and all the Buyer’s creditors; or III circumstances exist that are equivalent to any of the above.

Insured Debt

Means the amount owing to you from the Buyer provided that the Buyer is located in a country listed in the Special Terms and relating to undisputed receivables that have been assigned to you during the Insurance Period in accordance with a Factoring Agreement between you and the Supplier or the export factor. The Insured Debt is restricted to:

- the amount of the Approved Limit or the amount of the Discretionary Limit whichever applies, and

- the amount of the loss to be suffered by you in accordance with the Factoring Agreement after taking into account the amount of any debt which you have recoursed back to the Supplier and/or export factor.

Insured Loss

Means the amount of an Insured Debt that was subject to a Non-payment notification or its balance after taking into account the amounts listed in Section 3.01 (Calculation of the Insured Loss).

Insured Percentage

Means the percentage stated in the Special Terms which is applied to the Insured Loss for the calculation of the indemnity.

Material Obligation

Means an obligation which, if not fulfilled by you, will constitute a breach of contract enabling us to claim damages to the extent of our loss. Material Obligations are listed under the Policy

Maximum Extension Period

Means the maximum period specified in the Special Terms by which you can postpone the original due date for payment of the Insured Debt.

Maximum Terms of Payment

Means the maximum contractual period that you or the Supplier, may agree for payment from the Buyer of the Insured Debt.

Non-payment Notification Period

Means the maximum period specified in the Special Terms by which you can notify your non-payments to us.

Original Due Date

Means the original due date of the receivables stated on the Supplier’s invoice when the invoice is first assigned and notified to you.”

Policy

Means the contract of credit insurance that we have agreed to issue to you including the General Terms and Conditions, Definitions, Special Terms (including the Country List) and any other documents and/or notifications and/or notices issued under or in connection with that contract, including but not restricted to the Proposal and the limit notifications

Proposal

Means the proposal form, credit management questionnaire and any supporting documents, information and representations made by you or on your behalf before we agreed to issue the Policy.

Protracted Default

Protracted Default occurs for any reason on the non-payment of all or part of an Undisputed Insured Debt on expiry of the Waiting Period as specified in the Special Terms.

Provide or Provided

Means, with respect to services, that the Supplier has fulfilled his contractual obligation towards the Buyer in respect of: services to be carried out; and invoicing on a regular basis

Public Buyer

Means a Buyer whose creditworthiness is reasonably considered to be equal to that of the State in the Buyer’s country, due to the Buyer’s statutory position or a commitment from the State of the Buyer’s country with regard to the Buyer’s financial support.

Recoveries

Means any:

monies received;

dividends received or payable out of the Buyer’s insolvent estate;

indemnities, guarantees or other securities obtained and realised;

goods recovered;

counter claims or set-off applied; and/or

other advantages or rights of action held; by you or on your behalf.

Second Layer Insurance

Means a second layer insurance contract which provides you with additional coverage on top of the respective Approved Limits issued by us on certain Buyers where such Approved Limits do not cover the total indebtedness owed to you by those Buyers.

Special Terms

Means the terms stated in the schedule attached to the General Terms and Conditions.

State of Default

Means the situation of a Buyer resulting from the occurrence of: (a) an amount in excess of the Free Reporting

Limit and not subject to a Dispute, being overdue past the expiry of the MaximumExtension Period, as mentioned in the Special Terms. If the debt is composed of several invoices, the date used will be the expiry of the Maximum Extension Period applicable to the invoice which was due first for payment; or

(b) any dishonour or non-payment of a bill of exchange, promissory note, cheque or direct debit upon its first presentation for payment or upon its second presentation for payment if the second presentation is made within 7 days from the first presentation and the dishonour or non-payment is unpaid solely due to errors and omissions of an administrative nature or due to a delay in receiving the remitted funds from the remitting bank; or

(c) Insolvency.

Supplier

Means any company that: - entered in a Factoring Agreement with you, and - Despatched goods or Provided services to a

Buyer.

Temporary Approved Limit

Means, where there is no pre-existing Approved Limit on a Buyer, an Approved Limit that we issue which specifies an expiry date.

Temporary Uplift

Means, where there is a pre-existing Approved Limit on a Buyer, an additional Approved Limit that we issue which specifies an expiry date. Where we issue a Temporary Uplift, the Approved Limit is the total of the Approved Limit existing prior to the Temporary Uplift and the Temporary Uplift.

Turnover

Turnover means the total invoice value of all receivables you have purchased from a Supplier or export factor or sold to an import factor during the Insurance Period specified in the Special Terms in accordance with a Factoring Agreement

Undisputed

Means which is not subject to a Dispute.

Waiting Period

Means the relevant period stated in the Special Terms, which runs from the Original Due Date or extended due date for payment of the debt, if applicable.

1. SCOPE OF COVERAGE

1.01 What you are covered for

1.02 What you are not covered for

2. RISK MANAGEMENT

Setting and amending credit limits

2.01 Exercising care and prudence

2.02 Limit request

2.03 Discretionary Limit

2.04 Amendment and withdrawal of cover

Receivables beyond due date

2.05 Your credit management obligations

2.06 Postponement of due date

2.07 Non-payment notification

2.08 Currency deposit

3. INDEMNITY

3.01 Calculation of the Insured Loss

3.02 Calculation of the indemnity

3.03 Payment of the indemnity

3.04 Recoveries

3.05 Maximum Liability

3.06 Assignment of indemnities

3.07 Shared risk

4. POLICY MANAGEMENT

4.01 Declaration of turnover

4.02 Calculation of premium

4.03 Payment of premium

4.04 Right of set-off

5. OTHER PROVISIONS

5.01 Your Proposal

5.02 Policy currency

5.03 Verifying your documents

5.04 Confidentiality

5.05 Policy duration

5.06 Breach of contract

5.07 Communication

5.08 Law, arbitration and language

5.09 Legal Compliance

1. SCOPE OF COVERAGE

1.01 What you are covered for

We are the Insurer named in the Special Terms. We have issued this Policy to you, the Insured, named in the Special Terms in return for the premium.

Subject to the terms and conditions of the Policy we will indemnify you in accordance with Section 3 (Indemnity) below if a Buyer fails, due to an event of loss, to pay you an Undisputed Insured Debt. For indebtedness to contribute to an Insured Debt it must relate to receivables assigned to you by the Supplier or export factor before the expiry of the Maximum Extension Period .

Unless otherwise expressly agreed, this Policy covers your entire non-recourse Turnover.

Unless otherwise expressly agreed, this Policy does not cover you recourse Turnover.

Event of loss

Under the Policy there is an event of loss when there is a Protracted Default.

1.02 What you are not covered for

We have no liability for losses resulting directly from:

a. the breach of any applicable law or regulations (including any economic or

trade sanction law or regulations of any international organisation recognised under international law); or

b. the Supplier’s failure to Despatch goods and/or provide services due to laws or regulations or decisions made by governments in the Supplier's or Buyer's countries as well as any country where the goods are in transit; or

c. your failure to set a Discretionary Limit in accordance with the conditions applicable for discretionary cover; or

d. your transfer of the payment obligation from your Buyer to a third party without our prior agreement; or

e. exchange rate fluctuations and/or currency devaluations; or

f. events occurring in a third country that is rated C or D by Euler Hermes where: goods are to be Despatched and/or services are to be Provided to that third country; or payment is to be made from that third country, insofar as and to the extent that you were aware of those arrangements before the date the receivables have been assigned to you by the Supplier, unless we have agreed otherwise beforehand in writing.

The following are excluded from the Policy cover:

g. Transactions with private individuals acting in a personal capacity.

h. Transactions with Domestic Public Buyers .

i. Transactions for which payment is made by confirmed and irrevocable or confirmed, irrevocable and renewable letter of credit.

j. Transactions for which you - or the Supplier - agreed without our prior written approval payment conditions that are more favourable to the Buyer than the Maximum Terms of Payment specified in the Special Terms.

k. Transactions with any Buyer located in a country that is either not mentioned in the Country List or that we have excluded from cover.

l. Transactions conducted with any Buyer:

over which you or the Supplier have significant control, by participation in its management, administration or capital or, unless we have agreed beforehand in writing, franchise or similar arrangement; or

which has similar control over you or the Supplier; or

which is part of the same group as you or the Supplier

m. Transactions conducted with any Buyer for whom we have refused or withdrawn cover (taking into consideration the delayed effect provisions stipulated in section 2.04 (Amendment and withdrawal of cover)), before the date the receivables have been assigned to you by the Supplier or export factor.

n. Receivables assigned to you by the Supplier or export factor provided that the Information Holders were aware or should have been aware of the fact that the Buyer had entered into a State of Default before the receivables were assigned to you.

o. Interest for late payment or any contractual or legal damages.

p. Value added tax, or any similar tax, unless we agree otherwise.

q. Any loss occurred in relation with a Factoring Agreement that it is not valid and enforceable according to the law governing factoring activity in your Country, the Supplier’s Country or the Buyer’s Country.

r. The Insolvency of an import factor where that import factor has received payment from the Buyer on your behalf.

s. Account receivables which are the result of or relate to a fraudulent set up, whichever person or party has initiated it, except where you have taken all practicable measures to ensure that such fraud does not occur.

2. RISK MANAGEMENT

Setting and amending credit limits

2.01 Exercising care and prudence

You must at all times:

a) exercise reasonable care and prudence as if you were not insured, and

b) take all reasonable measures to prevent any loss arising to you or us, and

c) take all reasonable steps to reduce losses and maximise Recoveries.

For the avoidance of doubt, the above provisions constitute a Material Obligation under the Policy.

The Information Holders must also disclose to us any material knowledge, information or events that they are or become aware of and that could, in the reasonable opinion of a prudent and careful uninsured, be interpreted as adverse and/or negative with regard to any new and/or existing Buyer, regardless of whether the Buyer owes you a debt.

For the avoidance of doubt, the above provisions constitute a Material Obligation under the Policy.

For you to be covered under the Policy with respect to a Buyer, you must have a credit limit. The credit limit establishes the maximum amount of credit for which you will be covered under the Policy for a Buyer.

The credit limit may either be the Approved Limit issued by us in accordance with Section 2.02 (Limit request), or a Discretionary Limit set by you in accordance with Section 2.03 (Discretionary cover).

2.02 Limit request

Where a Discretionary Limit is insufficient for the level of credit you intend to grant a Buyer, or if you intend to grant credit on terms more favourable to the Buyer than the

Maximum Terms of Payment in the Special Terms, you must submit a limit request to us or the Risk Service Provider if specified in the Special Terms.

If we issue an Approved limit subject to special conditions, you will have a claim under the Policy in respect of the Buyer concerned only if all the special conditions have been complied with.

Unless specified otherwise in the limit notification:

1. Approved Limits are effective from the start date specified. If no start date is

specified, Approved Limits are retrospective from the start date of the Policy provided that:

(a) there are no amounts outstanding beyond the expiry of the Maximum Extension Period or other adverse information about the Buyer; and

(b) the original due date of the invoice is not more than 60 days prior to the date of receipt of your limit request;

2. discretionary cover for Buyers remains valid in accordance with Section 2.03

(Discretionary cover) until you receive the limit notification.

By accepting this Policy, you agree:

that the Risk Service Provider named in the Special Terms will provide you with certain services related to this Policy; and

to pay the fees it charges you.

2.03 Discretionary cover

If we have not issued an Approved Limit, you may set a Discretionary Limit in accordance with the conditions for setting Discretionary Limits in the Special Terms. The Discretionary Limit you set is subject always to the maximum Discretionary Limit applicable to the country of the Buyer.

You may not set a Discretionary Limit for any Buyer excluded under Section 1.02 (What you are not covered for).

2.04 Amendment and withdrawal of cover

(a) At any time you may apply for a higher Approved Limit.

(b) Using the approved means of communication (see Special Terms), we may immediately withdraw, vary or reduce the cover relating to one or more of your Buyers, one or more countries or any category of business if we believe the risk has deteriorated, or there is some other material reason for taking the action. We may also amend the Country List at any time.

Unless we specify otherwise in the notification, discretionary cover does not apply after such withdrawal. We may also amend the Country List at any time. This may result in the cancellation of discretionary cover for Buyers in certain countries.

(c) Any withdrawal, variance or reduction as stated in (b) above will apply to any receivable assigned to you by a Supplier or export factor after the date you receive our notification.

(d) There is no cover for receivables purchased from a Supplier or export factor which relate to a Buyer who has entered into a State of Default provided that

on the date of purchase of such receivables the Information Holders are aware or should have been aware of the Buyer entering into a State of Default. Cover will be reinstated on the Buyer when all amounts outstanding beyond the Maximum Extension Period have been paid provided that:

the credit limit for the Buyer has not already been withdrawn by us; and

an event of loss has not occurred.

Notwithstanding the provisions of this Section, it is agreed that any:

1. withdrawal, variation or reduction in cover relating to a country or amendment to the Country Grade will take effect 30 working days after the date you receive our notification; and

2. withdrawal of an Approved Limit will take effect 30 working days after the date you receive our notification; and

3. reduction of an Approved Limit or variation in cover will take effect 60 working days after the date you receive our notification

provided that the Information Holders neither:

are aware or should have been aware of the Buyer being in a State of Default nor

have any reason to believe that the Buyer is or may be unable to meet its payment or any other contractual obligation.

For the avoidance of any doubt, the above delayed effect provisions do not apply to any Temporary Approved Limits or Temporary Uplifts.

Receivables beyond due date

2.05 Your credit management obligations

You must apply your credit management procedures continuously and consistently.

To comply with your credit management procedures will constitute a Material Obligation. For the avoidance of doubt our damages may exceed the value of your claims under the Policy.

You must comply with any reasonable instructions we may give you.

In addition, you must obtain our prior written agreement to grant approval (whether as part of an out-of-court settlement, or a court order) for: (a) a repayment plan or other form of rescheduling in respect of all or part of the

debt beyond the Maximum Extension Period, or (b) an assignment or pledge of all or part of the debt, or (c) a waiver of all or part of the debt; or (d) the giving up of any of your rights or guarantees in respect of all or part of the

debt.

Such approval shall not be unreasonably withheld.

2.06 Postponement of due date

You or the Supplier acting on your behalf, may agree to one or more postponements of the initial due date for payment of the Insured Debt. However, the additional credit period granted must not exceed the Maximum Extension Period, as set in the Special Terms. Unless we agree otherwise, the Policy will not cover any debt you have agreed to postpone beyond the Maximum Extension Period.

Unless you obtain our prior written agreement, you must not grant any postponement of due date if:

(a) the initial methods of payment are Cash Against Documents, promissory note, bill of exchange, or irrevocable letter of credit, or

(b) the Information Holders are aware or should have been aware that the Buyer is in a State of Default.

If you enter into a payment rescheduling agreement on debt obligations due from the Buyer to you which are unrelated to the Factoring Agreement (and therefore not insured under this Policy), you must obtain our prior written approval to include

Insured Debt in the same rescheduling agreement. Such approval will not be unreasonably withheld and we will negotiate in good faith to consider such a request.

2.07 Non-payment notification

You may notify us of any unpaid debt at any time after the original due date for payment. However where the Information Holders are aware or should be aware that a State of Default has occured, you must notify us before the expiry of the Non- payment Notification Period, using the relevant forms and submitting all documents that are reasonably required and objectively necessary including the following:

Signed and completed non-payment notification form

Statement of Account (includes summary listing of invoice numbers, due dates, outstanding balances, etc.)

Copies of the relevant Factoring Agreement

Copies of confirmed Purchase Orders

Proof of Delivery / Bill of Lading

Proof of any collection or legal action started against the Buyer such as applying for bankruptcy, commencing legal proceedings, enforcing any guarantee (if applicable)

Third Party Confirmation of Insured Debt documentation from an insolvency administrator or other competent insolvency party referencing the outstanding balance (if applicable)

Proof of legally binding assignment of receivable (if applicable) Copies of documents provided to court/administrator (if applicable) Documentation

supporting justification of a Discretionary Limit (if

applicable).

Copies of correspondence in respect of any collection or legal action (if applicable)

The Non-payment Notification Period expires 60 days after the Information Holders are aware or should have been aware that a Buyer has entered into a State of Default.

2.08 Inconvertibility and restrictions on currency transfers

In the event of inconvertibility and restrictions on currency transfers, your indemnity will be adjusted (at the date the inconvertibility and restrictions on currency transfer cease) of any shortfall in the value of your Insured Debt due to currency depreciation.

3. INDEMNITY

3.01 Calculation of the Insured Loss

(a) The Insured Loss is to be calculated as being the Insured Debt:

after taking into account the value of any Recoveries you have received prior to the date of settlement of the indemnity; and

after taking into account the amount of any Excess, if applicable, as specified in the Special Terms.

(b) Invoices in a currency other than the Policy currency will be converted in accordance with Section 5.02 (Policy currency).

For the purposes of establishing which debts constitute the Insured Debt, debts owed by a Buyer will be taken in the order of the invoice dates up to the amount of the credit limit. Debts above the credit limit are covered under the Policy only if and when older debts that are covered under the Policy have been paid. This subsequent cover of previously uninsured debts does not apply after the Date of Crystallisation. If payment is by cheque or bill of exchange, payment is deemed to have been made

when you have received cleared funds.

3.02 Calculation of the indemnity

Subject always to Section 3.05 (Maximum liability), the maximum indemnity under the Policy in respect of any claim will be the Insured Percentage of the Insured Loss.

3.03 Payment of the indemnity

(a) We have no liability in respect of any debt or claim unless we have received the non-payment notification from you in accordance with Section 2.07 (Non- payment notification).

(b) If the Insured Debt (or any part of it) is subject to a Dispute, we will have no liability in respect of the disputed amount until the Dispute is unconditionally settled in favour of the Supplier or you. We are not liable for any costs incurred in the Dispute resolution.

(c) Subject to Section 5.03 (Verifying your documents), we will pay your claim within 30 days from the later of:

the date of the occurrence of the event of loss as determined in Section 1.01 (What you are covered for); and

the date we receive the non-payment notification and all supporting documents and information within your control that are reasonably required and objectively necessary. This includes proof of the exact date in which any receivable subject to a non-payment notification was assigned to you; and of the amount of your actual loss with respect to any unpaid receivable; and that the Factoring Agreement was legally binding and enforceable according to the applicable law; and

if the debt was subject to a Dispute that has subsequently been resolved in favour of the Supplier, the expiry of an additional period of 30 days following resolution of the Dispute, within which the Buyer has to pay.

(d) The indemnity is payable in the Policy currency (Section 5.02 - Policy currency).

(e) If you receive an indemnity from us to which you are not entitled under the Policy, you must reimburse it to us within 14 days of our request or of your being aware that you are not entitled to it.

3.04 Recoveries

(a) (i) All Recoveries relating to receivables assigned to you by a Supplier

or an export factor, realised before the Date of Crystallisation must be used to reduce the amount of the undisputed receivables owed to you which relate to that Supplier or export factor, in the order of allocation agreed by you.

(ii) For the calculation of the Insured Loss, all Recoveries received after the Date of Crystallisation will be shared between you and us pro rata based on the ratio between the Insured Debt and your total debt at the Date of Crystallisation. Our share will be calculated in accordance with the following formula:

Recoveries x Insured Debt

total indebtedness

at the Date of Crystallisation

(b) On payment of the indemnity, any of your rights or actions in respect of the Insured Loss will be subrogated to us. Our share of any Recoveries you receive after you have been indemnified under the Policy must be reimbursed to us within 14 days of their receipt. Recoveries realised in a currency other

than the Policy currency are converted in accordance with Section 5.02 (Policy currency).

Notwithstanding the above, in respect of Excluded Receivables, it is noted and agreed

1.3 we will relinquish any share of the value of any Recoveries which are directly

and wholly attributable to Excluded Receivables; and

1.4 any monies received by you or on your behalf in respect of an Excluded Receivable will be applied to the Excluded Receivable.

3.05 Maximum liability

Regardless of the amount of any individual Approved Limit or the aggregate value of all credit limits and the number of beneficiaries under the Policy, we will have no further liability at all for an Insurance Period when the amount we have paid to you as indemnity first reaches the maximum liability shown in the Special Terms. Your obligations under the Policy continue, including your obligations to pay us premium and to account to us for our share of any Recoveries.

3.06 Assignment of indemnities

You may wish to transfer any benefits under the Policy to a third party. Any assignment of the benefits payable under the Policy requires our prior approval and an amendment being made to the Policy noting the assignment.

3.07 Shared risk

You and/or the relevant Supplier must remain solely responsible for any portion of the debt not covered under the Policy.

You may however purchase Second Layer Insurance from a company of your choice subject to our prior written approval and:

(a) notwithstanding section 5.04 and except where we have agreed otherwise in

writing with you, you may disclose only the amount of our Approved Limit and any changes to the Policy that are material to the Second Layer Insurance. All other information, including the Euler Hermes Buyer Grade, remains subject to the provisions of Section 5.04. We will not be liable to you under the Policy in respect of any Buyer where you have obtained Second Layer insurance but have failed to comply with this condition; and

(b) anything to the contrary that may be stated elsewhere in the Policy, section 3.04

(a) (ii) will always apply where you have obtained Second Layer Insurance; and

(c) you will inform us immediately if and when the Second Layer Insurance is

terminated.

4. POLICY MANAGEMENT

4.01 Declaration of turnover

For each Insurance Period and for each country specified in the Special Terms, you must declare to us using our forms the aggregate value of your Turnover within 30 days (unless specified otherwise in the Special Terms) after the end of the period.

The value of invoices denominated in currencies other than the Policy currency must be converted into the Policy currency in accordance with Section 5.02 (Policy currency).

You must not exclude from your Turnover the value of any:

(i) receivables relating to a Factoring Agreement where credit notes have

been issued in respect of goods returned to the Supplier by the Buyer or in relation to retrospective volume rebates, loyalty rebate, early settlement rebate or any other rebate.

(ii) receivables assigned to you which relate to a Buyer on which there was a valid credit limit at the time when receivables have been assigned, where that limit has subsequently been withdrawn.

You may exclude from your Turnover the value of any:

(a) value added tax (or any similar tax) unless we agree otherwise, (b) sales entirely excluded from cover by the application of Section 1.02 (What

you are not covered for).

4.02 Calculation of premium

Premium will be calculated on the basis of the declared turnover multiplied by the relevant premium rate set in the Special Terms for the particular country. If the calculated premium for the Insurance Period is lower than the minimum premium, as indicated in the Special Terms, you must pay the minimum premium for that period.

Insurance taxes will be added to the premium according to the relevant tax legislation.

4.03 Payment of premium

You must pay the premium to us strictly in accordance with the amounts shown and on the date set in the Special Terms.

4.04 Right of set-off

We alone may set off any premium or other amounts you owe us against any sums payable under the Policy, regardless of the Policy period.

5. OTHERPROVISIONS

5.01 Your Proposal

We have agreed to issue this Policy on the basis of the Proposal and all information and representations provided by the Information Holders which are to the best of the Information Holders’ knowledge and belief true and accurate at the effective date of the Policy.

The truth and accuracy of the above information and representations at the effective start date of the Policy subject to the knowledge and belief of the Information Holders and the requirement to immediately notify us of any material changes that the Information Holders become aware of constitute a Material Obligation under the Policy.

5.02 Policy currency

The Policy currency is indicated in the Special Terms. It will be used for Turnover declarations, premium payments and other charges, calculation of any Insured Loss and any indemnity payments. If an invoice is denominated in any other currency, all amounts in relation to the invoice, including with respect to the calculation of the Insured Loss, Recoveries received prior to the date of indemnification and Turnover declarations, will be converted into the Policy currency using the exchange rate in the Special Terms ruling on the date specified in the Special Terms. Any Recoveries in any other currency which are received after the date of indemnification will be converted into the Policy currency using the exchange rate in the Special Terms ruling on the date the Recoveries are converted.

5.03 Verifying your documents

At any time we may inspect and take copies of any documents in your possession or control which relate to any Insured Debt under the Policy. On our request, you must take all necessary and reasonable steps to obtain such documents held by any third party. To provide documents received from a third party (which are not confidential or privileged) constitutes a Material Obligation. For the avoidance of doubt our damages

may exceed the value of your claims under the Policy.

5.04 Confidentiality

The Policy, any amendment to it and all correspondence from us, including limit notifications, are strictly confidential. They must not be disclosed to any unauthorised third parties. The following entities are not unauthorised third parties:

- companies in the Allianz group; - insureds named in the Special Terms; - the broker or insurance intermediary whose name is stated in the Special Terms; - legal advisers. - third party provider of Second Layer Insurance.

We undertake to:

- treat and safeguard any information or document disclosed to us pursuant to the Policy as private and confidential;

- keep in safe custody such information or document so as to avoid all unauthorised access; - disclose such information or document only to our employees or agents and

only to the extent strictly necessary for the purpose of the Policy ; - not to make use of or disclose such information or document except for the

purpose of this Policy.

5.05 Policy duration

(a) The start date of the Policy is shown in the Special Terms. Cover under the Policy for any receivables purchased by you from a Supplier or an export factor on and after the start date does not commence unless you have paid the first premium payable under the Policy within the period specified in the invoice issued by us.

(b) The Insurance Period and, where applicable, the further Insurance Periods are shown in the Special Terms.

(c) At the end of each Insurance Period, the Policy will automatically continue for another Insurance Period of the same length, unless you or we gave written termination notice at least three months (unless specified otherwise in the Special Terms) before the end of the Insurance Period.

(d) Despite Section (c) above, we may terminate the Policy in the following circumstances: If you or any other Joint Insured under the Policy forming part of the (Insurer’s

Name) Group become subject to Insolvency, we may terminate the Policy with immediate effect. Subject to your compliance with all the terms and conditions of the Policy, we will pay you claims relating to receivables assigned to you during the applicable Insurance Period up to the date of your Insolvency (the “Terminated Insurance Period”).

If we terminate the Policy in accordance with these provisions, then:

the Minimum Premium applicable to the Terminated Insurance Period will be calculated on the basis of the Minimum Premium due under the Policy for the applicable Insurance Period pro-rated to the Terminated Insurance Period; and

the Maximum Liability applicable to the Terminated Insurance Period will be calculated on the basis of the premium paid under the Policy for the Terminated Insurance Period or the Minimum Premium applicable to the Terminated Insurance Period, whichever is the greater.

5.06 Breach of contract

Your obligations under the Policy continue, regardless of any termination or suspension.

We do not waive any breach by you of any term or condition of the Policy unless we have agreed to the waiver expressly in writing.

5.07 Communication

For the purpose of the Policy, any agreed means of communication and any special conditions applying may be specified in the Special Terms.

5.08 Law, arbitration and language

The Policy is governed by and construed in accordance with the applicable law specified in the Special Terms.

Any dispute, controversy or claim arising in any way out of or in connection with the Policy (including, without limitation: (1) any contractual, pre-contractual or non-contractual rights, obligations or liabilities; and (2) any issue as to the existence, validity or termination of the Policy) will be resolved in accordance with the arbitration clause set out in the relevant Special Terms.

The language of the Policy is stated in the Special Terms. If there are any differences in the meaning or effect of the documents that comprise the Policy, then the text in the language of the specified Policy will always prevail over any translation, even if provided by us.

5.09 Legal Compliance

You and we, hereby represent and warrant that:

(a) neither of us have violated and will not violate, in connection with any matter pertaining directly or indirectly to this Policy, including without limitation the negotiation thereof, any applicable anti-corruption and anti-bribery laws and regulations, and

(b) neither you nor us have engaged and undertake that neither you nor us shall

engage, in the following conduct: making of payments or transfers of value, offers promise or give any financial or other advantage, or request, agree to receive or accept any financial or other advantage, either directly or indirectly, which have the purpose or effect of public or commercial bribery or acceptance of or acquiescence in bribery, extortion, facilitation payments or other unlawful or improper means of obtaining or retaining business, commercial advantage or the improper performance of any function or activity